Common use of Restriction on Sales of Capital Stock Clause in Contracts

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder and/or issued upon exercise of the Representative’s Warrant, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into pursuant to a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The Notwithstanding the foregoing, the foregoing restrictions contained in this Section 3.18.1 shall not apply to in respect of an Exempt Issuance. For purposes of this Agreement, “Exempt Issuance” shall mean the issuance of (i) the shares of Common Stock common stock or options to be sold hereunder and/or issued upon exercise purchase common stock to directors, consultants, officers or employees of the Representative’s WarrantCompany in their capacity as such pursuant to an employee benefit plan or agreement which has been approved by the board of directors of the Company prior to or subsequent to the date hereof, including any sales of common stock by recipients of equity awards under such plans to cover applicable taxes on awards made under such plan, (ii) shares of common stock issued upon the issuance conversion or exercise of any securities of the company that are presently outstanding as of the date hereof that are convertible into or exercisable for shares of common stock, (iii) securities issued in connection with acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company of shares of Common Stock upon provided that any such issuance shall only be to a person (or to the exercise equityholders of a stock option person) which is, itself or warrant through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the conversion business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (iv) the establishment of a security outstanding on trading plan that satisfies all of the date hereofrequirements of Rule 10b5-1(c)(1)(i)(B) (a “10b-5 Plan”) of the Securities Exchange Act of 1934, which is disclosed in as amended (the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities“Exchange Act”), or (iiiv) the issuance by the Company sale of shares common stock options or shares of capital stock of the Company under pursuant to any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period10b-5 Plan.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany other than a registration statement on Form S-8; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit or other credit facility with a traditional bank or other lending institution, which involves no issuance of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock Shares to be sold hereunder and/or issued upon exercise of as well as the Representative’s WarrantWarrant and any Common Shares into which the Representative’s Warrant is exercisable, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, hereof which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance of Common Shares as part of the purchase price in connection with acquisitions or strategic transactions; (iv) the issuance of Common Shares to certain consultants as compensation for services rendered to the Company; or (iiiv) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (ii) ), (iii), and (iiiiv) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period, and in case of (iv) above, no registration statement may be filed with respect to the Common Shares issued under (iv) above during the Lock-Up Period.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into pursuant to a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this Section 3.18.1 section shall not apply to the issuance of (ia) the shares of Common Stock Ordinary Shares or options to be sold hereunder and/or issued upon exercise employees, officers or directors of the Representative’s WarrantCompany pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non- employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (iib) the issuance by the Company of shares of Common Stock securities upon the exercise or exchange of a stock option or warrant or the conversion of a security any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectusof this Agreement, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, ; (c) securities issued pursuant to acquisitions or (iii) the issuance strategic transactions approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each of (iiRule 144) and (iii) above, carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (d) issuance of Ordinary Shares with a premium of a minimum of 40% over the per share Purchase Price.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 360 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank bank; or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.19.1 shall not apply to (i) the shares of Common Stock to be sold hereunder and/or issued upon exercise of (including the Representative’s WarrantSecurities, the Warrants and the Warrant Shares), (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, or (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within six (6) months from the Closing, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that in each of (ii), (iii) and (iiiiv) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 60 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into pursuant to a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this Section 3.18.1 section shall not apply to the issuance of (ia) the shares of Common Stock Ordinary Shares or options to be sold hereunder and/or issued upon exercise employees, officers or directors of the Representative’s WarrantCompany pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (iib) the issuance by the Company of shares of Common Stock securities upon the exercise or exchange of a stock option or warrant or the conversion of a security any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectusof this Agreement, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, ; (c) securities issued pursuant to acquisitions or (iii) the issuance strategic transactions approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each of (iiRule 144) and (iii) above, carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (d) issuance of Ordinary Shares at a premium of a minimum of 40% over the per share Purchase Price.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 30 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into pursuant to a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this Section 3.18.1 section shall not apply to the issuance of (ia) the shares of Common Stock Ordinary Shares or options to be sold hereunder and/or issued upon exercise employees, officers or directors of the Representative’s WarrantCompany pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non- employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (iib) the issuance by the Company of shares of Common Stock securities upon the exercise or exchange of a stock option or warrant or the conversion of a security any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectusof this Agreement, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, ; (c) securities issued pursuant to acquisitions or (iii) the issuance strategic transactions approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each of (iiRule 144) and (iii) above, carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (d) issuance of Ordinary Shares with a premium of a minimum of 40% over the per share Purchase Price.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder and/or issued upon exercise of the Representative’s Warranthereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Restriction on Sales of Capital Stock. The Company, on behalf of itself itself, its subsidiaries, and any successor entity, agrees that, without the prior written consent of the Representative, it will notneither it, nor any subsidiary, will, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.19.1 shall not apply to (i) the shares of Common Stock to be sold hereunder and/or issued upon exercise of the Representative’s Warranthereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities outstanding on the date hereof have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, or ; (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company to employees, officers, consultants or directors of the Company for services rendered to the Company, or (iv) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that that, with respect to this subsection (iv), prior to the issuance of such shares each recipient of such shares agrees in each writing not to sell, offer, dispose of (ii) and (iii) above, the underlying shares shall be restricted from sale or otherwise transfer any such Shares during the entire Lock-Up Periodup Period without the prior written consent of the Representative.

Restriction on Sales of Capital Stock. The Other than an Exempt Issuance (defined below), the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, Company other than entering into the filing of a line Registration Statement on Form S-8. An “Exempt Issuance” means the issuance of credit with a traditional bank or (iva) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock or options to be sold employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or issued upon exercise of the Representative’s Warrant, (ii) the issuance by the Company of other securities exercisable or exchangeable for or convertible into shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security issued and outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectusof this Agreement, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or (iii) the issuance strategic transactions approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each of (iiRule 144) and (iii) above, carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period90 day prohibition period in this section and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 360 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCompany ; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.19.1 shall not apply to (i) the shares of Common Stock to be sold hereunder and/or issued upon exercise of (including the Representative’s WarrantSecurities, the Warrants and the Warrant Shares), (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company, or (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith within six (6) months from the Closing, and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, provided that in each of (ii), (iii) and (iiiiv) above, the underlying shares shall be restricted from sale during the entire Lock-Up Period.

Restriction on Sales of Capital Stock. The Company, on behalf of itself itself, its subsidiaries, and any successor entity, agrees that, without the prior written consent of the Representative, it will notneither it, nor any subsidiary, will, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iviii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.19.1 shall not apply to (i) the shares of Common Stock or the Pre-Funded Warrants to be sold hereunder and/or issued upon exercise of the Representative’s Warranthereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities outstanding on the date hereof have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, or ; (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company to employees, officers, consultants or directors of the Company for services rendered to the Company, or (iv) to one or more counterparties in connection with the consummation of a strategic partnership, joint venture, collaboration, merger or the acquisition or license of any business products or technology; provided that that, with respect to this subsection (iv), prior to the issuance of such shares each recipient of such shares agrees in each writing not to sell, offer, dispose of (ii) and (iii) above, the underlying shares shall be restricted from sale or otherwise transfer any such Shares during the entire Lock-Up Periodup Period without the prior written consent of the Representative.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the RepresentativePlacement Agent, it will not, for a period of 180 one hundred and twenty (120) days after the date of this Agreement (the “Lock-Up Period”), ): (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company Common Shares, Pre-Funded Warrants, Warrants or any securities convertible into or exercisable or exchangeable for shares of capital stock of the CompanyCommon Shares; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company Common Shares, Pre-Funded Warrants, Warrants or any securities convertible into or exercisable or exchangeable for shares of capital Common Shares (other than registration statements covering any employee or director stock option plan, incentive plan or stock ownership plan of the CompanyCompany and only if any such plan is disclosed in the Registration Statement prior to the Effective Date and as long as the securities being registered are subject to lock-ups until at least six (6) months from the date of this Agreement); (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the CompanyCommon Shares, Pre-Funded Warrants or Warrants, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company Common Shares, Pre-Funded Warrants, Warrants or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 3.20.1 shall not apply to (i) the shares of Common Stock Public Securities and the Placement Agent’s Securities to be sold hereunder and/or issued upon exercise of the Representative’s Warranthereunder, (ii) the issuance by the Company of shares of Common Stock Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which is hereof and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, which terms may not be amended during the Lock-Up Period, provided that such options, warrants, warrants and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or the conversion price of such securities or to extend the term of such securities, or (iii) the issuance grant by the Company of stock options or shares other stock-based awards, or the issuance of capital stock of the Company Common Shares under any equity compensation plan of the Company, (iv) the issuance by the Company of Common Shares or other securities of the Company in connection with strategic transactions not for capital raising purposes, or (iv) the issuance by the Company of Common Shares or other securities of the Company at a price equal to or greater than the purchase price of the Class A Units where the first trade of such security is subject to section 2.5 Restricted Period of National Instrument 45-102 Resale of Securities, provided that in each of (ii) and (iii) above, the underlying shares Common Shares shall be restricted from sale during the entire Lock-Up Period.

Restriction on Sales of Capital Stock. The Other than an Exempt Issuance (defined below), the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 45 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, Company other than entering into the filing of a line Registration Statement on Form S-8. An “Exempt Issuance” means the issuance of credit with a traditional bank or (iva) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock or options to be sold employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or issued upon exercise of the Representative’s Warrant, (ii) the issuance by the Company of other securities exercisable or exchangeable for or convertible into shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security issued and outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectusof this Agreement, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, securities and (c) securities issued pursuant to acquisitions or (iii) the issuance strategic transactions approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each of (iiRule 144) and (iii) above, carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up Period45 day prohibition period in this section and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 90 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into pursuant to a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this Section 3.18.1 section shall not apply to the issuance of (ia) the shares of Common Stock Ordinary Shares or options to be sold hereunder and/or issued upon exercise employees, officers or directors of the Representative’s WarrantCompany pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (iib) the issuance by the Company of shares of Common Stock securities upon the exercise or exchange of a stock option or warrant or the conversion of a security any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectusof this Agreement, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, ; (c) securities issued pursuant to acquisitions or (iii) the issuance strategic transactions approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each of (iiRule 144) and (iii) above, carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (d) issuance of Ordinary Shares with a premium of a minimum of 40% over the per share Purchase Price.

Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, that it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into pursuant to a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, registration statement on Form S-8 for employee benefit plans; whether any such transaction described in clause (i), (ii), (iii) or (ivii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise; or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The restrictions contained in this Section 3.18.1 section shall not apply to the issuance of (ia) the shares of Common Stock Ordinary Shares or options to be sold hereunder and/or issued upon exercise employees, officers or directors of the Representative’s WarrantCompany pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company; (iib) the issuance by the Company of shares of Common Stock securities upon the exercise or exchange of a stock option or warrant or the conversion of a security any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package and Prospectusof this Agreement, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, ; (c) securities issued pursuant to acquisitions or (iii) the issuance strategic transactions approved by the Company of stock options or shares of capital stock a majority of the Company under any equity compensation plan disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in each of (iiRule 144) and (iii) above, carry no registration rights that require or permit the underlying shares shall be restricted from sale filing of any registration statement in connection therewith during the entire Lock-Up up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and (d) issuance of Ordinary Shares at a premium of a minimum of 40% over the per share Purchase Price.